Over the past four years, i2i has worked closely with young entrepreneurs in Pakistan, and have noted the overarching lack of information in the startup space, particularly as it relates to both local and foreign investors. Pakistan is a tricky environment to navigate and understand, and it is vital to equip investors with the right tools to make informed investment decisions, as well as the know-how to mobilize and deploy that capital. The i2i Investor Toolkit, in partnership with lawyers Zahid Jamil from Jamil & Jamil and with contribution from Mubariz Siddiqui, aims to be a 101 Guide to help you deploy your capital, remit your profits, and know all the laws and policies to ensure the process is as smooth as possible.

The i2i Investor Toolkit answers the following questions:

Can anyone invest in a Pakistan-based company?

What Pakistani regulatory bodies should I pay attention to?

Are there restrictions on how much money I can invest?

Can I invest in a business before it has been incorporated?

Once I invest my money, how do I get my money out?

How can I protect myself as an investor?

Who is it for

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Investors

This toolkit will help local and international investors understand how to navigate the Pakistani market.

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Entrepreneurs

This toolkit will help entrepreneurs understand the mindset of the investors.

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Ecosystem Builders

This toolkit will give stakeholders a better understanding about the vehicles and process of investment in Pakistan.

While this is not an alternative to legal advice, it is a very welcome first by anyone so far to provide valuable caution to those investing in Pakistan to avoid issues they are not always made aware of, but that have affected several investors.

Zahid Jamil

Barrister-at-law, Partner, Jamil & Jamil

This toolkit is essential for anyone looking to benefit from investments in the rapidly growing tech sector in Pakistan – a market of potentially 200 million people.

Mubariz Siddiqui

Independent Legal Practitioner

Here’s a sneak peek at the Investor Toolkit:

Can anyone invest in a Pakistan-based company?

Yes. You don’t have to be an accredited investor to invest in a Pakistan-based company. An individual investor or a company – foreign or local – can hold shares in a company that has been legally incorporated in Pakistan. Foreign and local investors can sell shares and transfer ownership thanks to the Companies Ordinance 1984, which governs the establishment and operations of companies in Pakistan. Any foreign investor or investment firm, however, requires approval from Pakistan’s Ministry of Interior prior to putting money into the country.

Once I invest my money in Pakistan, how do I get my money out?

Although there are no restrictions on remittances entering Pakistan, foreign investors must be careful about money that leaves the country. In other words, before a foreign investor invests money into a Pakistani company, they must designate whether the money is “repatriable” (can leave) or “non-repatriable” (stays in Pakistan). If they want their investment returns to be transferred outside of Pakistan, the foreign investor must apply for a Proceeds Realization Certificate (PRC) from the State Bank of Pakistan prior to remitting funds to Pakistan, a process that should take around a week. The PRC allows a foreign investor to repatriate the returns from their investment.

If you are a local investor, your returns from your investment capital are paid in Pakistan. Although the returns must stay in the country, there are ways for that money to be taken out if you are an individual investor. One way would be to open an FE25 or another type of foreign currency bank account that allows money to be transferred outside of the country more easily, but can only be remitted from individual to individual. A local investor should confer with a bank for more detailed advice, as well as for advice on what do for a local investment company.

What Pakistani regulatory bodies should I pay attention to as an investor?

For a foreign investor, if you are planning to invest into Pakistan, all foreign shareholders and directors of companies require approval from Pakistan’s Ministry of Interior.There are also three major regulatory bodies that relate to investment in Pakistan. The State Bank of Pakistan (SBP) is the country’s Central Bank. Thanks to the State Bank Act of 1956, SBP has full and exclusive authority to regulate the banking sector, regulate the monetary and credit system of Pakistan, conduct an independent monetary policy and set limits on government borrowings from the SBP.Bottom line: For investors, the SBP marks your investment capital as repatriable or non-repatriable, and monitors whether returns can leave or stay in the country. The Securities and Exchange Commission of Pakistan (SECP) regulates Pakistan’s corporate sector and capital market, supervises and regulates insurance companies, non-banking finance companies and private pensions. It ensures proper risk management procedures in the capital market, and protects investors through responsive policy measures and effective enforcement practices. If a company is registered with the SECP, they are required under law to submit any changes to their company (buying/selling shares, board meetings, appointment/change in board members, etc.) to the agency. Bottom line: An investor, aside from asking their investee for any updates or changes to their company, can also track these records independently via the SECP (although such records are not digitized). Pakistan’s Board of Investment (BOI) was established for the promotion of investment in all sectors of the country’s economy. The BOI helps and facilitates companies and investors who want to invest in the country. The BOI provides a wide range of services, including providing information on investment opportunities, and facilitating companies looking to enter into a joint venture. Bottom line: For prospective investors – both domestic and foreign – the BOI can act as your point of contact for various services.

Are there restrictions on how much money I can invest in a Pakistan-based company?

According to Pakistan’s Board of Investment Investment Policy 2013 via Pakistan’s Board of Investment (which can be read in full here), there is no minimum requirement for a foreign equity investment amount in any sector.

How can I protect myself as an investor?

Investors should ensure they are receiving copies of all filings that take place at the SECP (companies are meant to report to the SECP if they buy/sell shares, call a board meeting, change management, etc.). This information is not readily available online, so investors in Pakistan can appoint a lawyer on the ground to watch the SECP and alert them if there were any filings or changes in corporate governance. Investors also have the right under the Company’s Ordinance to access the company’s books, and they should also maintain contact with the company’s auditors and accountants, where possible and appropriate, in order to further manage risk.